Securities Act File No. 333-270349
As filed with the Securities and Exchange Commission on June 26, 2023
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 1 | ☒ |
SPDR SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
One Iron Street
Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
(617) 664-1465
(Registrant’s Area Code and Telephone Number)
Sean O’Malley, Esq.
Senior Vice President and General Counsel
c/o SSGA Funds Management, Inc.
One Iron Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service of Process)
Copies to:
W. John McGuire
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940.
This filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to SPDR Series Trust’s (the “Registrant”) Registration Statement on Form N-14 (File No. 333-270349) (the “N-14 Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing the final tax opinion as an exhibit to the N-14 Registration Statement. Accordingly, this Post-Effective Amendment No. 1 to the N-14 Registration Statement consists only of a facing page, this explanatory note, and Part C. The Registrant hereby incorporates by reference the Combined Information Statement and Prospectus and Statement of Additional Information, filed pursuant to Rule 497 on April 10, 2023 (SEC Accession No. 0001193125-23-096039).
PART C: OTHER INFORMATION
Item 15. | Indemnification: |
Pursuant to Section 5.3 of the Amended and Restated Declaration of Trust of SPDR Series Trust (the “Registrant” or the “Trust”) and under Section 4.9 of the Registrant’s By-Laws, the Trust will indemnify any person who is, or has been, a Trustee, officer, employee or agent of the Trust against all expenses reasonably incurred or paid by him/her in connection with any claim, action, suit or proceeding in which he/she becomes involved as a party or otherwise by virtue of his/her being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him/her in the settlement thereof, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. In addition, indemnification is permitted only if it is determined that the actions in question did not render him/her liable by reason of willful misfeasance, bad faith or gross negligence in the performance of his/her duties or by reason of reckless disregard of his/her obligations and duties to the Registrant. The Registrant may also advance money for litigation expenses provided that Trustees, officers, employees and/or agents give their undertakings to repay the Registrant unless their conduct is later determined to permit indemnification.
Pursuant to Section 5.2 of the Registrant’s Amended and Restated Declaration of Trust, no Trustee, officer, employee or agent of the Registrant shall be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant. Pursuant to paragraph 9 of the Registrant’s Investment Advisory Agreement, the Adviser shall not be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of Rule 484 under the Securities Act, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission (the “SEC”) such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the indemnification provision of its By-Laws in a manner consistent with Release 11330 of the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), so long as the interpretation of Sections 17(h) and 17(i) thereunder remains in effect.
The Registrant maintains insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against him/her and incurred by him/her or arising out of his/her position. However, in no event will the Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him/her.
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Item 16. | Exhibits: |
C- 2
C- 3
C- 4
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Item 17. | Undertakings: |
(1) | The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
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SIGNATURES
As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of the Registrant, in the City of Boston, Commonwealth of Massachusetts on the 26th day of June, 2023.
SPDR SERIES TRUST | ||
By: | /s/ Ann M. Carpenter | |
Ann M. Carpenter | ||
President |
As required by the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Carolyn M. Clancy* | Trustee | June 26, 2023 | ||
Carolyn M. Clancy | ||||
/s/ Dwight D. Churchill* | Trustee | June 26, 2023 | ||
Dwight D. Churchill | ||||
/s/ Clare S. Richer* | Trustee | June 26, 2023 | ||
Clare S. Richer | ||||
/s/ Kristi L. Rowsell* | Trustee | June 26, 2023 | ||
Kristi L. Rowsell | ||||
/s/ Sandra G. Sponem* | Trustee | June 26, 2023 | ||
Sandra G. Sponem | ||||
/s/ Carl Verboncoeur* | Trustee | June 26, 2023 | ||
Carl Verboncoeur | ||||
/s/ Gunian Chauhan* | Trustee | June 26, 2023 | ||
Gunian Chauhan | ||||
/s/ James E. Ross* | Trustee | June 26, 2023 | ||
James E. Ross | ||||
/s/ Ann M. Carpenter Ann M. Carpenter | President and Principal Executive Officer | June 26, 2023 | ||
/s/ Bruce S. Rosenberg Bruce S. Rosenberg | Treasurer and Principal Financial Officer (fulfills the role of Principal Accounting Officer) | June 26, 2023 |
*By: | /s/ David Barr | |
David Barr | ||
As Attorney-in-Fact Pursuant to Power of Attorney |
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EXHIBIT INDEX
Exhibit | Exhibit | |
12 | Opinion of Morgan, Lewis & Bockius LLP, regarding tax matters |
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